NEW YORK-Total compensation for Robert J. Ulrich, Target
Corp.'s chairman and chief executive officer, declined in 2003,
according to the company's proxy statement filed last week with the
Securities and Exchange Commission.

Ulrich's total compensation fell 12.7 percent to $6.1 million
from $7 million in the previous year, while his base salary increased
10.5 percent to $1.6 million from $1.4 million in the previous year.

Despite the increase in base pay, Ulrich's bonus decreased
markedly. For 2003, the company reported granting Ulrich a $3.3 million
bonus, which is a 28.3 percent reduction from the $4.6 million bonus
issued in the previous year.

Bonuses at Target are performance-based. Ulrich's lower bonus
likely reflects weaker overall results at Mervyn's and Marshall
Field's, both of which are now on the auction block.

However, insurance and retirement contributions on behalf of the
company increased 27.9 percent to $1.2 million, compared with $947,434
in the previous year. According to the proxy, the increase included a
$10,953 401(k) plan matching contribution, $297,096 deferred
compensation credit for matching contributions that could not be made to
the 401(k) plan, $900,826 reportable earnings on deferred compensation
and $2,832 paid for life insurance.

Meanwhile, total compensation for Gregg W. Steinhafel, president of
Target Stores, declined 16.3 percent to $2.0 million from $2.3 million
in 2002.

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